Good Standing; Authorization Sample Clauses

Good Standing; Authorization. Each entity comprising the Debtor is duly organized, validly existing, and in good standing under the laws of the State of Delaware and authorized to do business in all relevant jurisdictions. Each entity comprising the Debtor has been duly authorized to execute and deliver this Agreement, which is a valid and binding obligation of Debtor.
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Good Standing; Authorization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as presently conducted and as proposed to be conducted by it and to enter into and perform the Agreement, the Convertible Notes, the Warrants and the Certificate of Incorporation of the Company (the "Articles") (collectively, the "Transaction Documents") and to carry out the transactions contemplated by the Transaction Documents. The Company is duly qualified to do business as a foreign corporation and is in good standing in every other jurisdiction in which it is required to be so qualified. All corporate action on the part of the Company, its officers and directors, and its shareholders necessary for the authorization, execution, delivery and performance of the Transaction Documents, and the transactions contemplated by or related to the Transaction Documents, and the authorization, sale, issuance (or reservation for issuance) and delivery of the Convertible Notes, the Conversion Shares, the Warrants and the Warrants Shares has been taken. The Transaction Documents constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
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Good Standing; Authorization. The information pertaining to Borrower's legal status set forth in Article I is true, correct and complete. Borrower has all requisite power, and has obtained and maintains in full compliance with Applicable Requirements, all licenses and approvals required to originate Mortgage Loans in all jurisdictions in which it conducts such business. The execution, delivery and performance of this Agreement, each Promissory Note, the Loan Purchase Commitment, the Collateral Documents and any other Loan Documents have been duly authorized by all requisite proceedings on the part of Borrower.
Sample 1
Good Standing; Authorization. Each of the Borrower and Holt'x Xxxar and its Subsidiaries is duly incorporated, organized and existing and in good standing in the state of its incorporation and is duly qualified as a foreign corporation and authorized to do business in all other jurisdictions wherein the nature of its business or property makes such qualification necessary and the failure to be so qualified would have a material adverse effect on the Borrower. Each of the Borrower and Holt'x Xxxar and its Subsidiaries has the corporate power
Sample 1
Good Standing; Authorization. Owner is a general partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. The execution, delivery and performance of this Agreement are within Owner's partnership powers. The execution, delivery and performance of this Agreement (i) has been duly authorized by all requisite corporate action; and (ii) does not and will not violate any Requirement of Law or any agreement, certificate, undertaking, commitment, instrument or other document to which it is a party or by which it or any of its assets may be bound or affected.
Sample 1
Good Standing; Authorization. The Borrower is a limited partnership duly formed pursuant to the Delaware Revised Uniform Limited Partnership Act and existing as a limited partnership in good standing in the State of Delaware; PAMC is a corporation duly organized and existing and in good standing in the State of California; Air Transport is a corporation duly organized and existing and in good standing in the State of Delaware; each of the Borrower and the General Partners is duly qualified and in good standing and authorized to do business in all jurisdictions wherein the nature of its business or property makes such qualification necessary (except where the failure to so qualify would have no material adverse consequence on the validity and enforceability of the Loans and the security interests granted by the Security Agreement or otherwise in the Collateral) ; and each of the Borrower and the General Partners has the requisite power and authority to own the properties which it now owns, to carry on its business as now conducted, to execute, deliver and perform this Agreement and each of the other Financing Documents to which it is a party, as contemplated hereunder and thereunder. Each of the Financing Documents to which the Borrower or the General Partners is a party constitutes (or when issued, executed and delivered pursuant to this Agreement will constitute) the respective valid and binding obligations of the Borrower or the General Partners, as the case may be, enforceable against the Borrower or the General Partners, as the case may be, in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect that affect creditors' rights generally or by limitation upon the availability of equitable remedies. The execution, delivery and performance of the Financing Documents have been duly authorized by all necessary proceedings on the part of the Borrower and the General Partners, as the case may be.
Sample 1

Related to Good Standing; Authorization

  • Good Standing The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

  • Good Standings To deliver to the Initial Purchasers on the Closing Date satisfactory evidence of the good standing of the Company and the Guarantors in their respective jurisdictions of organization and the good standing of the Company and the Subsidiaries in such other jurisdictions as the Initial Purchasers may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

  • Existence; Good Standing; Authority; Compliance With Law Kimco and Merger Sub are corporations, and each is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Kimco is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Kimco and its Subsidiaries taken as a whole (a "Kimco Material Adverse Effect"). Kimco has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as it is now being conducted. Each of Kimco's Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, company or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Kimco Material Adverse Effect. Neither Kimco nor any or its Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Kimco or any of its Subsidiaries or any of their respective properties or assets is subject, where such violation would have a Kimco Material Adverse Effect. To the knowledge of the executive officers of Kimco, Kimco and its Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such item or to take any such action would have a Kimco Material Adverse Effect. True and correct copies of Kimco's and its Subsidiaries' charter, bylaws, organization documents, and partnership and joint venture agreements have been previously delivered or made available to Price REIT.

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Due Organization, Good Standing and Corporate Power Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Person and its Subsidiaries taken as a whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Terremark true and complete copies of the Certificate of Incorporation and Bylaws (or equivalent documents), as amended to date, for itself and each of its Subsidiaries and copies of the minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Subsidiary," as used in this Agreement, refers to any Person in which the Company or Terremark, as the case may be, owns any equity interest and shall include all joint ventures.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

  • Formation and Good Standing Such Party is a limited partnership or limited liability company, legally formed, validly existing and, to the extent applicable, in good standing under the laws of the state of its formation. Such Party is duly qualified to do business and is in good standing as a foreign limited partnership or limited liability company, as applicable, in each jurisdiction where the character of the properties owned or leased by it or the nature of the businesses transacted by it requires it to be so qualified.

  • Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.

  • Organization, Good Standing, Power Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own and lease the Purchased Assets, to carry on the Business and to execute and deliver this Agreement and the Ancillary Agreements to which Purchaser is a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

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